ACQUISITIONS (Tables) - Bats Global Markets, Inc.

6 Months Ended

Jun. 30, 2018

Acquisitions

Schedule of acquisition-date fair value of consideration transferred

The acquisition-date fair value of the consideration transferred totaled $4.0 billion, which consisted of the following (in millions):

Cash consideration for Bats outstanding common stock	$	955.5
Common stock issued		2,387.3
Equity awards issued		37.4
		3,380.2
Debt extinguished		580.0
Total consideration	$	3,960.2

Schedule of estimated fair values of the assets acquired and liabilities assumed

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in millions):

Cash and cash equivalents	$	130.1
Accounts receivable		117.8
Financial investments		66.0
Property and equipment		21.8
Other assets		32.8
Goodwill		2,653.3
Intangibles		2,000.0
Accounts payable		(33.7)
Accrued expenses		(26.2)
Section 31 fees		(143.6)
Income tax payable		(52.9)
Deferred tax liability		(722.6)
Other liabilities		(82.6)
	$	3,960.2

Schedule of finite-lived and indefinite-lived intangible assets acquired

			U.S.		European
	Options		Equities		Equities		Global FX		Useful life
Trading registrations and licenses	$	95.5	$	572.7	$	171.8	$	—	indefinite
Customer relationships		37.1		222.9		160.0		140.0	20	years
Market data customer relationships		53.6		322.0		60.0		64.4	15	years
Technology		22.5		22.5		22.5		22.5	7	years
Trademarks and tradenames		1.0		6.0		1.8		1.2	2	years
Goodwill		226.4		1,738.1		419.3		267.2
	$	436.1	$	2,884.2	$	835.4	$	495.3

Schedule of pro forma information

The amounts of revenue, operating income and net income of Bats are included in the Company’s condensed consolidated statements of income after the acquisition date of February 28, 2017 and are as follows (in millions):

	Three Months Ended  June 30,		Three Months Ended  June 30,		Six Months Ended  June 30,		Six Months Ended  June 30,
	2018		2017		2018		2017
Revenue	$	470.2	$	446.0	$	996.7	$	605.8
Revenue less cost of revenues		129.0		114.9		260.2		154.1
Operating income (loss)		48.6		28.6		102.5		26.6
Net income (loss)		45.1		18.3		96.2		17.6

The financial information in the table below summarizes the combined results of operations of the Company and Bats, on a pro forma basis, as though the companies had been combined as of January 1, 2017. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the period presented. Such pro forma financial information is based on the historical financial statements of the Company and Bats. This pro forma financial information is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information, including, without limitation, preliminary purchase accounting adjustments. The pro forma financial information does not reflect any synergies or operating cost reductions that may be achieved from the combined operations. The pro forma financial information combines the historical results for the Company and Bats for the six months ended June 30, 2017 in the following table (in millions, except per share amounts):

	Six Months Ended June 30,
	2017
Revenue	$	1,269.9
Revenue less cost of revenues		532.2
Operating income		229.4
Net income		157.3
Earnings per share:
Basic	$	1.40
Diluted		1.40